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Reduce Capital in a SAS (French Simplified Joint-Stock Company)
Lower your company’s share capital safely and lawfully.
Our French corporate lawyers and paralegals handle the full process — from preparing the shareholders’ resolution and amending the bylaws, to filing with the Commercial Court Registry and obtaining the updated Kbis extract confirming the new capital amount.
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What is a Capital Reduction in a SAS ?
A capital reduction allows a Société par Actions Simplifiée (SAS) to decrease its share capital when it no longer reflects the company’s actual financial needs.
This may occur after accumulated losses, withdrawal of a shareholder, or optimization of the company’s structure before a future transaction.
The reduction can take several forms — cancellation of shares, reduction of nominal value, or repayment to shareholders — each governed by strict legal rules under the French Commercial Code.
Reducing capital requires precision and transparency. It must be approved by the shareholders, justified in the management report, and filed with the Registry to ensure compliance and protect creditors’ rights.
Advantages:
Financial rebalancing: aligns the share capital with actual company size and resources.
Preparation for restructuring: facilitates mergers, transformations, or later recapitalization.
Withdrawal flexibility: allows partial reimbursement to shareholders in a secure framework.
Simplified management: lowers accounting complexity for inactive or downsized businesses.
Signal of compliance: regularizing capital after losses demonstrates sound governance to auditors and authorities.
A properly managed capital reduction strengthens credibility and stability while maintaining full legal compliance.
How to Reduce the Capital of a SAS in France
Our legal team follows a five-step process ensuring every procedural formality is correctly met:
Assessment and Strategy
We review your financial statements, equity position, and bylaws to determine whether the reduction aims to offset losses or return capital to shareholders.
Drafting the Legal Documentation
Our lawyers prepare the president’s report, the shareholders’ resolutions, and the amended bylaws reflecting the new capital structure.
Creditor Protection Measures
Where applicable, we publish mandatory notices granting creditors a 30-day opposition period, ensuring full compliance with Article L.225-204 C. com.
Filing with the Commercial Court Registry
We file the complete set of documents — resolutions, updated bylaws, proof of publication — with the Registry for registration of the new share capital.
Delivery of Updated Kbis
Once validated by the Registry, you receive your official Kbis extract showing the reduced capital and updated company details.
Why Choose FrenchCo.lawyer ?
All work is performed by registered French lawyers assisted by trained corporate paralegals. We ensure every step complies with the Commercial Code, minimizing risks and saving you time. Our method guarantees accuracy, legal certainty, and the peace of mind that your reduction is officially recognized by the authorities.
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What We Need From You to a Reduce the Capital of Your SAS ?
To execute the procedure efficiently, please prepare the following documents and information:
Company Information
Current Kbis, registered office, and corporate identification (SIREN number).
Shareholders and Management Details
List of shareholders, their holdings, and identity of the company president.
Purpose and Form of Reduction
Specify whether the reduction offsets losses or reimburses shareholders; indicate whether shares will be cancelled or nominal value reduced.
Financial Documentation
Latest approved accounts, balance sheet, and, if applicable, the auditor’s or expert’s report.
Legal Notice Publication
Information for publication in a legal gazette to inform creditors and third parties.
And Then?
Once your documents are received, our lawyers prepare and file everything — from drafting the resolutions and bylaws to lodging the dossier with the Registry — and deliver the updated Kbis extract confirming the new capital amount.
Reduce the Capital of a SAS – Simple Process, Clear Budget
Flat legal fee starting from €899 excl. taxes
Additional mandatory costs: publication in the legal gazette + Commercial Court filing fees
No hidden costs, no surprises.
Our commitment:
No upselling or unnecessary “packages”
No reseller intermediaries
Only genuine legal work carried out by qualified professionals
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Why Choose Us?
Lawyer-Led, Compliant Capital Reduction
Efficient procedure: From shareholder decisions to registry filing, we manage every step quickly and accurately.
Legally secure documentation: All resolutions and filings are drafted by licensed French lawyers to meet current legal and accounting standards.
Protection & compliance: We structure your capital reduction to safeguard shareholder rights and ensure long-term corporate stability.
Professional oversight: Your matter is handled by experienced French corporate lawyers, ensuring precision and full accountability.
Let us manage your SAS capital reduction — while you focus on your business.
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Understanding Capital Reduction in a French SAS
What does “reducing the share capital” mean in a SAS?
A capital reduction is a corporate operation through which a SAS decreases the nominal value or number of its shares. It may be motivated by loss recovery, a restructuring, or simply an adjustment of the company’s financial structure.
This decision directly modifies the company’s bylaws and must follow a regulated procedure under Articles L.225-204 and L.225-205 of the French Commercial Code, applicable by reference to SAS companies.
Why would a SAS decide to reduce its capital?
The motivations vary, but they usually fall into two broad categories:
- Reduction motivated by losses: to regularize the company’s balance sheet when accumulated losses exceed half the share capital.
- Reduction not motivated by losses: often for shareholder reorganization, capital optimization, or share buyback operations.
Reducing capital can restore financial credibility, simplify equity distribution, or prepare the company for new investors.
What are the main methods for reducing the capital?
A SAS can reduce its share capital in several ways:
- Reducing the nominal value of shares – each share is worth less, but the number remains the same.
- Cancelling shares – some shares are withdrawn or repurchased from shareholders.
- Combination of both methods, depending on the company’s financial situation and strategy.
Each method requires shareholder approval and amendment of the company’s bylaws.
What formalities are required to reduce the capital in a SAS?
The procedure includes five essential steps:
- Decision by shareholders: the extraordinary general meeting (AGE) must approve the reduction and specify its reasons and method.
- Drafting and filing legal documents: updated bylaws, AGE minutes, and a declaration of compliance.
- Publication of a legal notice: in an approved journal d’annonces légales (JAL) indicating the new amount of share capital.
- Filing with the Business Registry (RCS): submission of all supporting documents to the Greffe du Tribunal de commerce.
- Registration and Kbis update: once validated, the Kbis extract reflects the new share capital.
Does the SAS need an auditor during the process?
An auditor (commissaire aux comptes) is required only if the company already has one or if the operation involves share buyback, cancellation, or merger/split consequences.
In small or unregulated SAS companies without an auditor, no new appointment is needed solely for the reduction.
How long does the capital reduction process take?
On average, the full procedure takes 3 to 6 weeks, depending on:
- The time to hold the shareholder meeting,
- The publication and creditor opposition period,
- Registry processing time for Kbis updates.
Using a law firm or specialized service helps ensure full compliance and faster validation.
Can foreign shareholders approve a capital reduction remotely?
Yes. SAS bylaws may authorize written consultation, videoconference meetings, or electronic voting.
The flexibility of SAS governance allows non-resident shareholders to validly approve the resolution without being physically present in France.
What happens after the capital reduction is completed?
After registration with the RCS:
- The Kbis extract and bylaws show the new share capital.
- The updated documents must be communicated to banks, partners, and tax authorities.
- The operation becomes opposable to third parties once published.
Is a capital reduction always subject to creditor protection?
Yes, if the reduction is not motivated by losses.
Creditors can oppose the reduction within 20 days of the legal notice publication (Article L.225-205 C. com.).
The company must either repay them or provide guarantees before proceeding.
If the reduction is motivated by losses, no opposition period applies, since it merely corrects the balance sheet.
Have a Question?
Contact our French Corporate Lawyers for an Initial Free Consultation about reducing share capital in your SAS.
Reduce Your SAS Capital
Let our French lawyers and paralegals manage the entire procedure — from drafting resolutions to registry filings.
More About Reduce Capital in SAS
Can we reduce our SAS capital to zero and then increase it again?
Yes, but only under a reduction–increase operation (“coup d’accordéon”), combining both steps in a single shareholder decision.
Do we need a notary?
No. A lawyer can handle the process, prepare the AGE minutes, and file all documents electronically with the registry.
Will our company still operate during the procedure?
Yes. The SAS continues all its business activities. The reduction only affects accounting and ownership structure.
What documents are needed?
Shareholders’ resolution, updated bylaws, publication proof, and manager’s certificate of compliance.
Can capital reduction affect our bank or grant agreements?
Possibly. Some lenders require maintaining a minimum share capital. Always verify financial covenants before proceeding.
